Advertising Terms

STANDARD ADVERTISING TERMS

1. INCORPORATION

1.1. These terms (together with the applicable Cancellation Date and Advertising Material Lodgement Requirements) govern each supply of Services and, except as modified in accordance with these terms, constitute the entire agreement in connection with each supply of Services. All other express or implied terms and conditions are excluded to the extent permitted by law.
1.2. No variation to these terms, whether in a Booking or otherwise, binds Bauer unless expressly and specifically agreed in writing by Bauer and Client.
1.3. These terms supersede any terms and conditions that have previously governed any supply of Services and prevail to the extent of any inconsistency between a written or verbal quotation or Booking and these terms.

2. QUOTATIONS

Any written or verbal quotation provided by Bauer to Client, whether in the form of a media kit or otherwise, is a mere invitation to treat and does not constitute a contractual offer. All such quotations lapse 30 days after issue, but Bauer may vary or withdraw any such quotation at any time.

3. BOOKING PROCESS

3.1. Client may, at any time, make a Booking. A Confirmation Advice may be issued with respect to the Booking.
3.2. Client may cancel all or part of a Booking without penalty if written notice is given to Bauer’s national advertising manager in writing before the Cancellation Date. Bookings accepted by Bauer after the Cancellation Date may not be cancelled by Client without payment for the Booking in full.
3.3. If Client cancels all or part of a Booking after the Cancellation Date, Bauer is entitled to payment in full for the Booking.
3.4. If Bauer fails to issue a Confirmation Advice relating to a Booking but provides the Services requested in that Booking, these terms bind the Client as if a Confirmation Advice had been issued.

4. CREATIVE SERVICES

4.1. Where, in connection with the provision of the Services, Bauer provides creative services to Client, Client acknowledges that Bauer does so as agent for Client and Client:
(a) is solely responsible for; and
(b) provides the warranties set out in these terms in relation to,
any Advertising Material which is the subject or product of such creative services, including their compliance with applicable laws, regulations and codes of conduct notwithstanding any services provided by Bauer.
4.2. Any text, images or logos that Client wants to include in an advertisement being created by Bauer must be provided to Bauer at Client’s cost within the timeframes notified by Bauer to Client.
4.3 The Client must provide written confirmation that it accepts the Advertising Material created by Bauer in all respects before the Cancellation Date. If the Client does not provide such written approval within that time frame then it will be deemed to have accepted the material in all respects and Bauer will not be liable to the Client for any defect or matter arising out of the Advertising Material. If there are any errors or defects in the Advertising Material, the Client must advise Bauer of these immediately upon becoming aware of such defect or error.
4.4 Advertising Material supplied by Bauer remains the property of Bauer and may not be used in any other medium or published by any third party (including the Client) without the prior written approval of Bauer.

5. RATES AND PAYMENT

5.1. The applicable rate for any Booking is the rate specified in the Confirmation Advice (or, in the absence of a Confirmation Advice, in the rate card for the applicable Publication as of the date of the Booking). Bauer may vary its rate card at any time by giving notice to the Client.
5.2 Client must pay the applicable rate for a Booking to Bauer at the time of presentation of Bauer’s invoice for that Booking or on such later date as may be specified by Bauer.
5.2. Production costs (including those associated with inserts and onserts) are also payable by Client at Bauer’s standard rates from time to time where production costs are incurred on behalf of Client.
5.3. All Bauer rates or costs are exclusive of any applicable GST. Bauer will issue a tax invoice to Client in relation to any supply that is subject to GST. The amount of GST payable by Client shall be calculated by multiplying the GST exclusive sum payable for Services by the rate of GST applicable at the time of the supply. The terms “GST”, “supply” and “tax invoice” used in this section shall have the same meaning as under the Goods and Services Tax Act 1985.
5.4. Time of payment of invoices by Client is of the essence. Without prejudice to any other remedy, Bauer may charge interest on any overdue payments at an annual rate equal to 2% per annum above the Bank of New Zealand reference rate applicable to business loans under $100,000 as published from time to time (to accrue from day to day).

6. CONDITIONS RELATING TO SERVICES

6.1. Bauer may, in its absolute discretion, refuse to accept any Advertising Material and cancel or reschedule any Booking or refuse to provide any Services, provided this right is not unreasonably exercised.
6.2. A Booking must not be resold or sub-licensed by Client or used other than for Advertising Material referred to in the applicable Confirmation Advice.
6.3. Bauer makes no warranties in relation to the positioning or proximity of Advertising Material in a Publication relative to Advertising Material relating to competing products or services.
6.4. Client consents to Bauer reformatting any Advertising Material for inclusion in a digital or other derivative version of a Publication and warrants that doing so will not infringe any person’s rights.

7. ADVERTISING MATERIAL LODGEMENT

7.1. Client must lodge Advertising Material that complies with the Advertising Material Lodgement Requirements.
7.2. Bauer reserves the right to convert the colour space of Advertising Material to meet Printer requirements, if it has been supplied incorrectly (see advertising specifications).
7.3. If Advertising Material is not lodged as required by Bauer, Bauer may, at its election, use Advertising Material previously provided by Client or cancel the Booking and in either case, Bauer remains entitled to the full payment for the Booking.
7.4. Bauer reserves the right to place the word "advertisement", “advertorial”, “promotion” or similar wording within or adjacent to any Advertising Material which, in Bauer’s opinion, resembles editorial material.
7.5. No responsibility is taken by Bauer for any Advertising Material or associated materials left uncollected after 3 months from the date of publication of the Advertising Material.

8. WARRANTIES

8.1. Client warrants to Bauer that Advertising Material lodged with Bauer (whether or not Bauer provided creative services in relation to that Advertising Material):
(a) complies with all laws, statutes, regulations, codes of practice and any standards applicable to publication of the Advertising Material and determined by any relevant regulatory agency or industry self-regulatory body;
(b) complies with any standard, guideline or requirement specified by Bauer and notified to Client from time to time;
(c) does not infringe copyright, trademark, obligations of confidentiality or other legal rights of any person;
(d) is not false or misleading and is true in substance and in fact;
(e) without limiting the above, does not infringe the Fair Trading Act 1986, any Advertising Standards Authority Code, or any other laws, regulations and codes operating in New Zealand;
(f) in the case of digital advertising, does not contain cookies, tracking tags, or other tracking devices unless Bauer has provided its prior written consent for such technology to be used.
(g) does not contain anything which may give rise to any cause of action by a third party against Bauer, including without limitation material which is defamatory or obscene or which otherwise causes injury or damage to any person.
8.2. Client warrants to Bauer that Client is acting in its own right, as principal, and not as agent for, or otherwise on behalf of, any other party in relation to Client’s dealings with Bauer.
9. INDEMNITY
Client indemnifies Bauer, its officers, employees, agents and affiliates (and their employees and agents) against any action, claim, loss, expense, cost (including legal costs on a solicitor-client basis), damages (including indirect, consequential loss and special damages) and any other liabilities suffered or incurred, whether directly or indirectly, by Bauer, its officers, employees, agents and affiliates (and their employees and agents) as a result of any breach by Client of these terms (including the warranties set out in these terms) or otherwise (including in connection with recovering any amounts owed to Bauer by Client) arising from publication of Advertising Material or cancellation of or failure to publish any Advertising Material or otherwise in connection with such advertising.

10. LIABILITY

10.1. Bauer (and its officers, employees, agents and affiliates) is not liable under these terms or otherwise in law for any indirect, special, economic or consequential loss or damage suffered or incurred by Client (or any other person) or loss of revenue, profit, goodwill, data or opportunity or loss of anticipated saving whether caused by negligence or otherwise and whether or not Bauer was aware or should have been aware of the possibility of such damage.
10.2. To the extent permitted by law, all representations, conditions and warranties, whether based in statute, common law or otherwise, are excluded. To the extent permitted by law, Bauer’s liability for any breach of a term or condition whether implied by law or otherwise is limited, at Bauer's option, to the supply of the Service (or part thereof) again or the payment for the cost of having the Service (or part thereof) supplied again.
10.3. Bauer is not liable for any delay or failure to perform the Services which is due to any act of God, revolution, unlawful act against public order or authority, breakdown of plant, industrial dispute, government or legal restraint or any event not within the reasonable control of Bauer.

10. CREDIT

10.1. Bauer may, at any time and in its absolute discretion, cancel, alter or suspend any credit terms (if applicable) when, in Bauer’s opinion, the financial condition of Client or the status of Client’s account requires it and Client agrees to pay on demand all sums owing in connection with any credit facility in the event the credit facility is suspended or cancelled.
10.2. If Bauer grants any credit facility to Client, Client agrees that a demand purporting to be signed on behalf of Bauer identifying unpaid amounts is conclusive evidence that such amounts are payable and unpaid.
10.3. Client agrees that:
(a) each Booking it makes shall be deemed to include a representation that it is solvent and able to pay all of its debts as and when they fall due; and
(b) when any Booking is made, Client shall inform Bauer of any facts which might reasonably affect any decision to accept the Booking and/or grant credit. Any failure to do so shall be deemed to create an inequality of bargaining position, the taking of an unfair advantage of Bauer and to be misleading and deceptive.

11. CONSENT TO RECEIVE PROMOTIONAL MATERIAL

11.1. By corresponding with Bauer regarding the supply of Services, Client consents to Bauer contacting it for any purpose. Bauer may telephone or send mail, fax, or electronic messages to Client if this is reasonably necessary for the performance of its business activities and functions, which includes providing a range of products and services to Client. Bauer may also contact Client to provide it with promotional material and special offers that Bauer considers may be of interest to Client. Client may unsubscribe from receiving promotional electronic messages from Bauer at any time by following the unsubscribe instructions contained in such emails.

12. GENERAL

12.1. These terms and any agreement between Client and Bauer are governed by the laws of New Zealand and each party submits to the jurisdiction of courts exercising jurisdiction in that country.
12.2. These terms bind Bauer and Client and their respective successors.
12.3. The invalidity or unenforceability of any provision of these terms does not affect the validity or enforceability of the remaining provisions.
12.4. Client may not assign its rights under these terms or a Booking to any other person.

13. DEFINITIONS

In these terms, unless the context otherwise requires:

Advertising Material means advertising material and any promotional or other material:
(a) provided to Bauer by or on behalf of Client; or
(b) created by Bauer in the course of providing creative services to Client, including inserts, onserts, band-ons, business reply cards, tip-ons, samples and scents.
Advertising Material Lodgment Requirements means the requirements for lodgment of Advertising Material with Bauer as specified on the Website or otherwise specified by Bauer from time to time.
Bauer means each of Bauer Media Group (NZ) LP and any affiliate for which Bauer Media Group (NZ) LP accepts Bookings;
Booking means a written or verbal order from Client to Bauer requesting the provision of Services;
Cancellation Date means the cancellation date applicable to a Publication as specified on the Website or otherwise specified by Bauer from time to time;
Client means:
(a) any person who places a Booking or to whom Bauer supplies Services; or
(b) if an agency places a Booking for Services on behalf of that agency’s client, that agency.
Confirmation Advice means a notice from Bauer to Client confirming the details of a Booking and acceptance of the Booking subject to these terms;
Publication means a publication with which Bauer is associated; and
Services means the provision to Client by or on behalf of Bauer of advertising opportunities, including advertorials, in a Publication.